CHAPTER I – NAME, PURPOSE, ADDRESS AND TERRITORY OF THE ASSOCIATION strong>
Article 1. – strong>
Under the name “SPANISH ASSOCIATION OF MICROSURGERY” strong> (In anagram AEM), strong> was established by public deed before the Notary of Madrid Mr. Manuel Ramos Armero on 29 November 1978, an association that welcomes the provisions of Organic Law 1/2002 of 22 March on the Right of Association.
Article 2 strong>. -
The Spanish Society of Microsurgery is essential so the promotion and development of microsurgery, technical strong> from Clinical and Experimental Surgery.
To achieve this purpose the entity develops the following activities:
a) strong> To promote the advancement, study, practice and research in microsurgery.
b) strong> disseminate, by appropriate means, the issues affecting the field of microsurgery.
c) strong> To organize and promote conferences, meetings, symposia, courses and all acts that are related or connected with microsurgery.
d) strong> Maintain relationships with other Associations and Centres for similar purposes, both domestic and foreign, encouraging the exchange of documentation and joint activities.
e) strong> Serve as Agency counsel and control of any matter arising microsurgery in Spain.
f) strong> Create and maintain the website telematic dissemination of the stated purposes.
Article 3 strong>. -
The Association establishes its registered office in Madrid, Calle de Santa Isabel number 51.
The Board may remove the home within the City of Madrid and set up offices or branches in other cities or provinces.
The geographical area that has n strong> to perform mainly includes activities throughout the country.
Article 4. – strong>
The duration of the Association shall be indefinite.
CHAPTER II – THE FORM OF GOVERNMENT strong>
Article 5. – strong>
The Association is governed and administered by the General Assembly, the Board and the Presidency. All charges that make up the Board shall be unpaid and shall be appointed by the General Assembly and their term will last two years.
There will also be an advisory body called “Advisory Council”.
CHAPTER III – GENERAL MEETING strong>
Article 6. – strong>
The General Assembly is the supreme governing body of the Association and shall consist of all partners. Shall take its decisions by the majority principle.
Article 7. – strong>
The General Assembly meetings will be ordinary and extraordinary.
The ordinary Assembly is held once a year within the last quarter of calendar year.
Special meetings will be held as circumstances warrant, the Chairman’s opinion, when the Board so resolves or when requested by a number of tenured members of at least 10 percent of total registered assets, with specific expression of the issues to be addressed by writing to the President. Also as required by law.
Article 8. – strong>
The Meetings shall be convened, in the cases of the preceding article, by agreement of the Board or the President.
Notices of General Meetings, whether ordinary or extraordinary, shall be made in writing stating the place, date and time of the meeting and the agenda and the regular or special character of the same. Between the call and the day appointed for holding the Assembly at the first call must mediate at least fifteen days, and may likewise be stated if appropriate the date on which the Assembly meets on the second call, but between them to mediate a period exceeding two hours.
Article 9. – strong>
General Assemblies, both ordinary and extraordinary, shall be validly constituted in first call when it’s most associated with voting rights (tenured active members), and second call whatever number of voting rights associated with .
Resolutions are taken by simple majority of those present or represented when the yeas outweigh the negatives. It required two-thirds majority of those present or represented when the agreements relating to dissolution of the association, amendments to the Statutes, disposals of property, compensation for members of governing bodies, removal of members of the Board Directive for reasons other than the passage of time, expulsion of members, application for a declaration of public utility and establish federations and integrate them.
May attend the Assembly members voting, and those partners to be recognized right to attend, speak but not vote, in these statutes.
The decisions and resolutions adopted by the Assembly and the views expressed by the members shall be entered in the minutes of the meeting drawn up by the Secretary.
Article 10. – strong>
The powers of the Annual General Meeting:
.) – strong> Approve, where appropriate, the management of the Board.
b). – strong> Review and approve the statement.
c). – strong> Meet the memory of previous years activities by the Board and approve or reject the proposals of the Board in order to the activities of the Association for the coming year.
d). – strong> set the quotas ordinary or extraordinary.
e). – strong> Appointment of members of the Board.
f.) – strong> Any other non-exclusive jurisdiction of the Special Assembly.
Article 11. – strong>
Corresponds to the Extraordinary General Assembly:
.) – strong> Remuneration of members of management bodies
b). – strong> Modification of statutes.
c). – strong> Dissolution of the Association.
d). – strong> Disposal and alienation of property.
e). – strong> Expulsion of members, a proposal from the Board.
f.) – strong> Cessation of members of the Board, for reasons other than the passage of time.
g.) – strong> Application for a declaration of public utility.
h). – strong> Setting up Federations and integration in them.
CHAPTER IV – THE BOARD strong>
Article 12. – strong>
The Board is the representative body that manages and represents the interests of the Association, in accordance with the provisions and directives of the General Assembly.
Article 13. – strong>
The Board consists of President, Vice President, Secretary, Assistant Secretary, Treasurer and the number of members determined by the General Assembly, which shall be not less than three nor more than six. One delegate shall serve international relations, by agreement of the Board. Strong>
Members of the Board shall be appointed by the Ordinary General Assembly for a term of two years.
The positions of vowels, vice president, secretary and treasurer, are elected directly by the General Assembly, among tenured members entitled to vote as candidates by writing to the Secretary of the Board with a minimum of fifteen days designated date for voting and expressing the charge or charges for which they present their candidacy.
The office of President shall be filled automatically by anyone who has been vice president on the board above and within two years. If before the end of the period there were a vacancy in the office of President for any reason, the post will be covered automatically by the Vice President until the end of two years and once sold out the same, continue another two years in office.
The position of Secretary, shall be filled automatically by deputy who has been on the board before. If before the end of the period there were a vacancy in the office of Secretary for any reason, the post will be automatically covered by the deputy until the end of two years and once sold out the same, continue another two years in office.
Vacancies in other charges that may occur during the term of any member of the Board shall be provisionally covered such members until the final choice by the Extraordinary General Meeting. In case of such substitution may be held if agreed by the board in one person the offices of vice president, secretary and treasurer until the final coverage as elected by the Assembly.
Outgoing members of a Board of Directors may be elected again in any of the charges to be convened.
Article 14. – strong>
The Board shall meet at least three times a year and as often as determined by its President and initiative or request of a simple majority of its members. Be constituted when half plus one assist its members and that their agreements are valid should be taken by majority vote.
In case of tie votes, the President shall be the quality.
These meetings may be held by media or physical presence.
Article 15. – strong>
The powers of the Board generally own all acts required for compliance with the aims of the Association, provided that required under the Act or these Bylaws, to be adopted or approved by the General Meeting.
In any case are themselves powers of the Board include:
.) – strong> Managing social activities and bring economic and administrative management of the Association, agreeing to carry out the necessary contracts and deeds.
b). – strong> Run the resolutions of the General Assembly.
c). – strong> Develop and submit for approval of the General Assembly annual budgets, balance sheets and statements.
d). – strong> decide on the admission of new partners.
e). – strong> Appoint delegates for certain activities of the Association, including through general or special powers of attorney for specific acts.
f.) – strong> Any other faculty that is not the sole responsibility of the General Assembly of members.
Article 16. – Strong>
The President shall have the following powers:
Legally represent the Association before any kind of public or private agencies, convene, preside over and adjourn the meetings held by the General Assembly and the Board, the proceedings of both; sign and approve it with the Secretary of Minutes of the General Assembly and Board of Directors; order and authorize payment by signing the documents, records and correspondence; adopt any urgent measure to the smooth running of the Association or advise in the development of their activities is necessary or desirable, without prejudice to give account thereof to the Board.
Article 17. – strong>
The Vice President in his absence, due to illness or any other cause, and have the same powers as him. In all cases, an organ of assistance from the Presidency.
Article 18. – strong>
The Secretary shall be responsible for the conduct of purely administrative work of the Association, issue certifications, take the books of the Association who are legally enforceable and files, including file Partners, recording in the same high and low and forward it to the Treasurer and safeguard the documentation of the entity that are entered into by the Authority on the designation of communications boards, holding assemblies, elections and approval of budgets and statements, as appropriate.
Article 19. – strong>
The Deputy Secretary will replace the Secretary in his absence, due to illness or any other cause, and have the same powers as him. In all cases, an organ of assistance from the Secretariat.
Article 20. – strong>
The Treasurer shall collect and safeguard funds belonging to the Association and shall comply with the orders issued by the President. Will be in charge of the books of income and expenses and general accounting of the Association.
Article 21. – strong>
The members shall have the duties of his office as members of the Board, as well as those born of delegations or working committees that the Board require.
CHAPTER V – THE ADVISORY COUNCIL OF THE ASSOCIATION. strong>
Article 22. – strong>
The Advisory Council is established as a consultative body whose purpose is to advise the Board and be heard if the decisions of special importance to the Association by the General Assembly and the Board.
Article 23. – strong>
May be elected members of the Advisory Council members who have served as President of the Association and request strong> inclusion in the previously strong> body to the Board for approval.
Article 24. – strong>
Advisory Council members may attend, without vote, at meetings of the Board.
CHAPTER VI – THE MEMBERS, THEIR CLASSES, RIGHTS AND RESPONSIBILITIES strong>
Article 25. – strong>
Membership in the Association those seniors who are interested in the development of the aims of the Association and also meet the following requirements:
- Medical, with a valid in Spain, or belong to other health professions or allied with an active link with the microsurgery.
- Have formalized their application to the Board strong> directive. Strong>
- Be approved the request by the em> Board of Directors. Em>
Article 26. – strong>
Within the Association there will be the following classes of members:
.) – strong> Founding Partners.
b). – strong> Members of number.
c). – strong> Honorary members.
d). – strong> Members concerned.
e). – strong> Partners emeritus.
Article 27. – Founding partners. strong>
Founding members are those who participated in the act of incorporation of the Association or admitted within the first year of its incorporation. The founding members also will be considered full members.
Article 28. – Members of number. strong>
Partners will be entering numbers after the establishment of the Association.
Article 29. – strong>
The number and founding partners have the following rights:
.) – strong> Take part in all activities organized by the Association pursuant to its purposes.
b). – strong> Enjoy the Services of the Association.
c). – strong> Enjoy all the advantages and benefits that the Association can get.
d). – strong> Participate in the Assemblies with voice and vote.
e). – strong> Be voters and candidates for leadership positions.
f.) – strong> Be informed of the resolutions adopted by the organs of the Association. And to be informed of account status and activity development.
g.) – strong> Make suggestions to the members of the Board in order to better fulfill the purposes of the Association.
h). – strong> to be heard prior to the disciplinary action against him and to be informed of the events giving rise to such measures and should be led to the agreement, if any, imposed the penalty.
i). – strong> A challenge the agreements of the Association as they deem contrary to law or the Statutes.
Article 30. – Honorary members. strong>
Honorary members are those whose prestige or for having contributed so relevant to the dignity and development of the Association, to become worthy of such distinction, and especially national or foreign persons who have distinguished themselves by their contributions to the Microsurgery and particularly Spanish.
The election of honorary members corresponds to the Ordinary.
The proposed designation of honorary member may be made by any full member of the Board shall decide and submission to the Annual General Meeting if at least 10% of tenured members requested it be submitted directly to the General Assembly’s proposal appointment.
May be appointed an honorary member partner number if you qualify for such designation merits.
Honorary members pay no ordinary share, subject to the fee that corresponds to them also if they are tenured.
Honorary members are not tenured are not entitled to vote.
Article 31. – Members concerned. strong>
Members may be appointed for those foreign doctors or other health professionals, who as members of foreign organizations Microsurgery with a link to the Spanish Society of Microsurgery.
The appointment as corresponding member shall be for the Board.
Article 32.-Partners emeritus. strong>
Partners will be considered tenured emeritus members who are no longer active in the profession, retirement, disability or other cause, voluntarily request emeritus membership status and the loss of tenured status.
Emeritus members may ask at any time return to the status of tenured members, which will take effect from the day following the conclusion of the General Assembly immediately after the application.
Article 33. – Obligations of the partners. Strong>
1. – The founding partners and number have the following obligations: strong>
.) – strong> Meet the Statutes and valid agreements of the Assemblies and the Board.
b). – strong> To pay the fees to be determined.
c). – strong> Attend the Assemblies and other events to be organized.
d). – strong> perform, in each case, the obligations inherent in the position they occupy.
e). – strong> To contribute to their behavior to the good name and prestige of the Association. working together to achieve the purposes thereof.
2. – The honorary members, corresponding members and emeritus members have the same obligations strong> the founders and number strong>, except the point 1. – b in the previous section . In any case, the Assemblies may attend with voice but no vote. Also have the same rights except those collected by the letters d), e), i) of Article 29.
Article 34. – Exclusion of partners strong>
The partners in the Association will cause low for any of the following causes:
.) – strong> By voluntary resignation, communicated in writing to the Board.
b). – strong> tenured or founding partners for breach of its financial obligations, if left to satisfy two installments.
c). – strong> malpractice, to discredit the Association or events seriously disturbing words the events organized by it and the normal coexistence among partners.
CHAPTER VII – THE ECONOMIC RESOURCES strong>
Article 35. – strong>
The funds provided for development purposes and activities of the Association shall be:
Entry fees, periodic or extraordinary.
Grants, donations, bequests or inheritances so he could receive from partners or third parties.
Any other lawful action, such as sale of publications, organizations, events, sponsorships ethical businesses or individuals or otherwise.
Article 36. – strong>
The limit of the annual budget is estimated at the amount of THIRTY THOUSAND EUROS (EUR 30,000.00), and referred to the initial capital was founding PESETAS HUNDRED THOUSAND (100,000) ONE HUNDRED EUROS equivalent to one cent (601.01).
Article 37. – strong>
The Association shall keep an updated accounting of his assets and financial situation and an inventory of his estate.
The benefits gained from the exercise of their activities must be used exclusively to achieve its objectives.
CHAPTER VIII – THE DISSOLUTION OF THE ASSOCIATION strong>
Article 38. – The Association shall be dissolved in the following cases: strong>
.) – strong> was voluntarily dissolved if so decided by the Extraordinary General Meeting convened for that purpose. It will require the affirmative vote of two thirds of the votes.
b). – strong> For the reasons set forth in Article 39 of the Civil Code.
c). – strong> by court order.
Article 39. – strong>
In case of dissolution, shall appoint a liquidation committee which, once extinguished debt, and if any excess liquid will be used to charity, preferably of a similar nature to those of the aims of the Association, the Commission determined liquidator.
Additional provision strong>
In the alternative to the Statutes and the resolutions validly adopted by its governing bodies in all matters not provided for in this Statute shall apply the Organic Law 1/2002 of 22 March on the Right of Association.